8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 23, 2021

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	001-11398	11-2520310
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

91 Heartland Boulevard, Edgewood, New York	11717
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 586-5200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CVU	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

        ☐  Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 is an investor presentation that CPI Aerostructures, Inc. (the “Company”) will use for investor relations and other purposes.

The information furnished under this Item 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits:

Exhibit No.	Description
99.1	Investor Presentation, dated February 23, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 23, 2021	CPI AEROSTRUCTURES, INC.
	By:	/s/ Douglas McCrosson
		Douglas McCrosson
		Chief Executive Officer

EX-99.1

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

1 C onfidential | © 2021 CPI Aerostructures, Inc. Expertise in Aerospace Technologies Investor Presentation Douglas McCrosson, President & Chief Executive Officer February 2021

2 C onfidential | © 2021 CPI Aerostructures, Inc. Disclosure Statements This presentation contains forward - looking statements that are based on current expectations of management and certain assumptions that are subject to risks and uncertainties . There can be no assurance that such risks and uncertainties will not affect the accuracy of the forward - looking statements or that actual results will not differ materially from the results anticipated in the forward - looking statements . Included in these risks are : risks related to the restatement of the Company’s prior period consolidated financial statements and the material weaknesses in the Company’s internal controls including the substantial costs and diversion of management attention and resources which will be required to remediate the material weaknesses, any adverse developments in existing legal proceedings or the initiation of new legal proceedings, the effect of economic conditions in the industries and markets where the Company operates, including financial market conditions, the impact of the COVID - 19 pandemic (including its impact on global supply, demand, and distribution capabilities as the outbreak continues), the financial condition of the Company’s customers and suppliers, the cyclicality of the aerospace market, the level of US government defense spending (including changes or shifts in defense spending due to budgetary constraints, spending cuts resulting from sequestration, the allocation of funds to governmental responses to COVID - 19 , or changing political conditions, and uncertain funding of programs), the ability of the government and the Company’s other customers to terminate contracts at any time, production rates for commercial and military aircraft programs, competitive pricing pressures, start up costs for new programs, technology and product development risks and uncertainties, product performance and costs resulting from changes to and compliance with applicable regulatory requirements, level of indebtedness, and cash flow from operations . Additional information concerning these, and other risk factors can be found in the company’s filings with the Securities and Exchange Commission . Because the risks, assumptions, and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward - looking statements, investors are cautioned not to place undue reliance on any such forward - looking statements, each of which speaks only as of the date made . The Company has no obligation to update any forward - looking statement to reflect events or circumstances after the date hereof . The information contained in this presentation is qualified in its entirety by cautionary statements and risk factors disclosed in the Company's Securities and Exchange Commission filings, including CPI Aero's Form 10 - Q for the three - month periods ended March 31 , 2020 , June 30 , 2020 and September 30 , 2020 available at http : //www . sec . gov . CPI AERO is a registered trademark of CPI Aerostructures, Inc . All other trademarks referenced herein are the property of their respective owners .

3 C onfidential | © 2021 CPI Aerostructures, Inc. Company Snapshot Manufacturer of aerospace structural assemblies and integrated systems for the defense and commercial markets Welded Tubes & Oil Tanks MRO Kitting & Supply Chain EW / ISR Pods Engine Inlet Assemblies Wing Structures * At 09/30/2020 YTD Revenue * $ 62.2M Total Backlog * $536.9M Funded Defense Backlog * $183.9M YTD Revenue Mix Def./Comm. 90/10 3 Contract Types 1. Aerostructures 2. AeroSystems 3. Kitting & Supply Employees ~300+

4 C onfidential | © 2021 CPI Aerostructures, Inc. Successful Execution of Defense - Centric Strategy built High Quality Backlog Focused on National Security Funding Priorities Experienced Management Team and Strong Board of Directors Well positioned for higher revenue, improved profitability and cash flow in 2021 Key Investment Highlights Supply Chain Partner to Tier 1 Aerospace OEMs $183.9 Million Funded Defense Backlog (1) Provides Near - term Visibility Multi - year Defense Contracts Support Broad Array of Programs 1 At 9/30/2020

5 C onfidential | © 2021 CPI Aerostructures, Inc. Broad Array of Programs Wings Inlets / Nacelles • Boeing A - 10 • Unspecified Missile • Gulfstream G650/G700 • Embraer Phenom 300 • Bell AH - 1Z Viper • Sikorsky UH - 60 MRO Secondary Structures • Sikorsky UH - 60 Stabilators • Sikorsky MH - 53 Tow Hooks • Sikorsky UH - 60 Gunner Window Assys . • Spirit CH - 53K Step & Rack Assys . • E - 2D Aerial Refueling Probe Aerostructures 01 AeroSystems Kitting & SCM 02 03 Pods • NGC ALMDS • NGC AN / ASQ - 236 • Raytheon DB - 110 • Raytheon TacSAR • Raytheon NGJ Mid - Band MRO • Sikorsky UH - 60 Fuel Panels • Lockheed F - 35 Lock Assys . • Lockheed F - 35 Canopy Drive Shafts • Raytheon SEASPARROW Launch Control Electronics Wings • NGC E - 2D • U.S. Government F - 16 MRO Primary Structures • T - 38C Pacer Classic III Secondary Structures • Embraer E - 175 E2 • Sikorsky S - 92 Kits • Lockheed Martin F - 16V RI/DCC Defense Commercial

6 C onfidential | © 2021 CPI Aerostructures, Inc. Durable Relationships with Defense Customers Tier 1 to: Prime to: CPI AERO is Recognized as a Reliable and Responsive Supply Chain Partner

7 C onfidential | © 2021 CPI Aerostructures, Inc. Successful Execution of Defense - Centric Strategy $ Undisclosed Contract Award Lockheed Martin F - 35 Lighting II Lock Assemblies $8.0M Order Sikorsky UH - 60 Black Hawk Helicopters HIRSS Module Assemblies $1.0M Order Unidentified Pod Structural Housings $12.5M Order (EMD Phase) Raytheon Technologies Next Gen Jammer Mid - Band ( NGJ - MB) $3.8M Order Bell / Textron AH - 1Z Viper Helicopter Components $ Undisclosed Order Northrop Grumman Japan E - 2D Hawkeye Wing Components $2.3M Order Raytheon Technologies Protype Pod Prototypes $8.0M Order Sikorsky UH - 60 Black HAWK HIRSS Module Assemblies $23.3M Award (SDTA Phase) Raytheon Technologies Next Gen Jammer Mid - Band $65.7M Award / $3.4M Order U.S. Air Force T - 38C PC3/TRIM Mod Kits $ Undisclosed Contract Award Lockheed Martin F - 16V Structural Assemblies $48M Award / $6.0M Order Boeing A - 10 Thunderbolt II Structural Assemblies Shift toward programs focused on national security priorities: electronic warfare; intelligence, surveillance, reconnaissanc e; advanced missile technologies $5.0M Order Northrop Grumman E - 2D Advanced Hawkeye Wing Components $1.4M Order Turkish Aerospace Industries T70 Turkish Utility Helicopter Program $14M Order Boeing A - 10 Thunderbolt II Structural Assemblies $1.2M Order Lockheed Martin F - 16 Structural Assemblies – Follow On $43.1M Order Northrop Grumman E - 2D Advanced Hawkeye Wing Kits $10.1M Orders (2) U.S. Air Force T - 38C Aircraft Modification Kits $17M Announcement Pending Customer Approval Structural Assembly Repair and Overhaul $4M Orders Northrop Grumman E - 2D Welded Assemblies and Tubes $ Undisclosed Order Unidentified Platform Raytheon Missiles & Defense $ 8.7M Order U.S. Air Force T - 38C PC3 Modification Kits 2018 Awards/Orders $4.4M Order U.S. Air Force T - 38 PC3 Modification Kits $4.6M Award Turkish Aerospace Industries T70 Turkish Utility Helicopter Program $1.23M Order Northrop Grumman E - 2D Inflight Refueling Probe Assemblies $1.0M Order Sikorsky Undisclosed Structural Assemblies $ Undisclosed Northrop Grumman Next Generation Jammer Low Band Program 2019 Awards/Orders 2020 Awards/Orders 2021 Awards/Orders $8.1M Order Northrop Grumman E - 2D Advanced Hawkeye Wing Kits

8 C onfidential | © 2021 CPI Aerostructures, Inc. High Quality Backlog $0 $100 $200 $300 $400 $500 $600 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Commercial Defense Total Backlog 1Q 2019 – 3Q 2020 $536.9 $480.2 $56.7 Funded defense backlog of $183.9 million as of September 30, 2020 $77.4 million in new orders announced during nine months ended September 30, 2020 Book to bill of 1.4x for trailing 12 months ended September 30, 2020 Consolidated Backlog at 9/30/2020: $536.9 Million; Defense Backlog: $480.2 Million

9 C onfidential | © 2021 CPI Aerostructures, Inc. F - 16V Structural Assemblies UH - 60 HIRSS Module Assem . Next Generation Jammer Increment 1 Pod ‘08 ‘09 ’10 ’11 ’12 ’13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25 Multi - Year Contracts Offers Attractive Opportunities for Growth F - 35 Drive Shaft F - 35 Locks T - 38C Talon Trainer Sikorsky/Unnamed Helicopter Platform New Customer/Missile Wing E175 - E2 Phenom 300 UH - 60 Black Hawk MH - 53E Sea Dragon S - 92 AH - 1Z Viper F - 16 Gulfstream G650 E - 2D & C - 2A (Multi - Year 1) Japan E - 2D CH - 148 T - 38 PC3 / TRIM Undisclosed Prototype Pod Defense Commercial Undisclosed Platform T - 38 Aircraft Modification Kits T70 Turkish Utility Helicopter Program T70 Turkish Utility Helicopter Program A - 10 Thunderbolt II T - 38 PC3 / TRIM E - 2D Advanced Hawkeye (Multi - Year 2) E - 2D & C - 2A (Multi - Year 1)

10 C onfidential | © 2021 CPI Aerostructures, Inc. Recent Financial Highlights For the Three Months Ended September 30, 2020 2019 Revenue $25.6 $22.7 Cost of sales 21.4 20.8 Gross profit 4.2 1.9 Selling, general and administrative expenses 3.1 2.8 Income/(loss) from operations 1.1 (0.9) Income/(loss) before provision for (benefit from) income taxes 0.8 (1.3) Net Income/(loss) 0.8 (1.3) Income/(loss) per common share – diluted $0.07 $(0.11) ($ in Millions) Strong Third Quarter Results Reflect Production Ramp Up of Newer Defense Programs Revenue increased 12.7% Revenue from military programs grew 38.0% Gross profit more than doubled Gross profit margin of 16.4%, expanded 780 bps Net income of $0.82 million , up $ 2.1 million vs 3Q 2019

11 C onfidential | © 2021 CPI Aerostructures, Inc. Balance Sheet Highlights ($ in Millions) As of September 30, 2020 Cash and Restricted Cash 5.0 Net Contract Assets and Liabilities 15.9 Total Debt * 33.9 As of December 31, 2019 Cash and Restricted Cash 5.4 Net Contract Assets and Liabilities 11.7 Total Debt 31.0 ($ in Millions) * Debt at 9/30/20 includes approximately $4.8 million PPP loan that is expected to be forgiven pursuant to CARES Act.

12 C onfidential | © 2021 CPI Aerostructures, Inc. Near - Term Priorities Compressing the cash cycle Improving working capital management Expect ramping up newer defense programs will improve fixed cost absorption Improve buying leverage with suppliers Operating leverage on normalized SG&A and rising revenue Apply increased operating cash flow to pay down approximately $2M debt in 2020 1. Sharpened focus on liquidity 2. Strengthened Balance Sheet 3. Margin Expansion Positions CPI Aero for higher revenue, improved profitability and cash flow for 2021 compared to 2020

13 C onfidential | © 2021 CPI Aerostructures, Inc. Future Opportunities EW/ ISR Pods Space Hypersonics Unmanned Aerial Systems

14 C onfidential | © 2021 CPI Aerostructures, Inc. Executive Leadership with Extensive Industry Expertise Douglas McCrosson President & Chief Executive Officer President & CEO since 2014; COO, 2010 - 2014; with CPI Aero since 2003 Prior: Grumman Corp; Frisby Aerospace Appointed to Board of Governors of Aerospace Industries Association (January 2019) Thomas Powers Acting Chief Financial Officer & Secretary Acting CFO since February 2020 Joined CPI in January 2019 as Manager for Financial Planning and Analysis Prior: Triumph Group Ken Hauser Sr. Vice President Operations VP since 2013; with CPI Aero since 2011 Prior: Northrop Grumman Corporation – Manufacturing/Operations, Global Supply Chain Jay Mulhall Vice President Business Development Joined CPI Aero in February 2018 Prior: Northrop Grumman Corporation – Sr. Director, Strategy & Business Development, Military Aircraft Systems (B - 2, F - 35, E - 2D, JSTARS , Directed Energy Programs) Nazz Palmerini Vice President Programs VP since 2015; with CPI Aero since 2013 Prior: GKN Aerospace – Sales, Business Development, Program Management Barry Fratello Vice President Administration VP since 2014; with CPI Aero since 2012 Prior: Grumman Corp.; Telephonics Corporation

15 C onfidential | © 2021 CPI Aerostructures, Inc. Conclusion Stable, near - term business with meaningful, long - term growth opportunities Durable relationships with Top Tier 1 OEM aerospace customers Defense market strategy yielding multi - year contracts aligned with DoD spending priorities Positions CPI Aero for higher revenue, improved profitability and cash flow for 2021 compared to 2020

16 C onfidential | © 2021 CPI Aerostructures, Inc. Investor Relations Counsel Jody Burfening, LHA Investor Relations (212) 838 - 3777 cpiaero@lhai.com LHA Investor Relations | 800 3 rd Avenue, New York, NY 10022 | (212) 838 - 3777 https://www. https://www.facebook.com/CPIAero @CPIAero https:// https://twitter.com/CPIAero @CPIAero https://www.linkedin.com/company/cpi - aerostructures @ CPI Aerostructures